Amendment to a Dragones Share Purchase Agreement
Galantas Gold Corporation has amended its share purchase agreement for Compañía Minera e Inmobiliaria Dragones SpA, adjusting payment timings and securing a US$5.0 million payment today, with the remaining US$9.0 million now due by April 25, 2027, instead of the original December 31, 2029 date. Galantas is now a guarantor and joint and several co-debtor for these payments, which total US$31 million, with US$22.0 million still outstanding. The company also issued 91,313,890 common shares to Mr. Luis Catril, a former shareholder, and has confirmed this constitutes a related party transaction, relying on exemptions from formal valuation and minority shareholder approval requirements.
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| Toronto, Ontario - July 24, 2026 - Galantas Gold Corporation (TSX-V: GAL | AIM: GAL) ("Galantas" or the "Company") announces that it, together with its subsidiary Compañía Minera OXI SpA ("OXI"), has entered into an amendment to the share purchase agreement with Mr. Luis Catril, a former shareholder of Compañía Minera e Inmobiliaria Dragones SpA ("Dragones"), to adjust the timing of cash payments (the "SPA Amendment"). Pursuant to the SPA Amendment, (i) US$14.0 million originally payable on December 31, 2029 has been adjusted such that US$5.0 million was paid today and US$9.0 million is payable by April 25, 2027, and (ii) Galantas is a guarantor and joint and several co-debtor of the obligation to pay the remaining cash payments (the "Co-Debtor"). |
OXI continues to hold 100% of the shares of Dragones, the owner of the Andacollo Gold Project. The SPA Amendment varies the share purchase agreement dated January 6, 2026 with Luis Catril, and all other share purchase agreements dated January 6, 2026 with the former Dragones shareholders remain unchanged (together with the SPA Amendment, the "Dragones Agreements").
The total cash consideration payable under the Dragones Agreements is US$31 million. Following the payment made today, US$22.0 million remains payable and US$9.0 million has been paid to former Dragones shareholders along with the issuance of 91,313,890 common shares of Galantas to Mr. Luis Catril. Pursuant to the Dragones Agreements, the remaining cash consideration is payable through structured staged cash payments as follows:
- By December 31, 2026: US$3.0 million is payable to the Dragones shareholders.
- By April 25, 2027: US$9.0 million is payable to the Dragones shareholders.
- By December 31, 2027: US$4.0 million is payable to the Dragones shareholders.
- By December 31, 2028: US$6.0 million is payable to the Dragones shareholders.
Rather than the final payments to the Dragones shareholders occurring on December 31, 2029, pursuant to the SPA Amendment the final payment will now be made a year earlier on December 31, 2028. If the payments described above are not completed to the former Dragones shareholders within the required timelines, the former Dragones shareholders have the right to seek that the shares of Dragones held by OXI be transferred back to such shareholder, with partial payments be forfeited.
In relation to entering into the SPA Amendment, Mr. Luis Catril has acknowledged full payment of the variable amount of 91,313,890 shares of Galantas owed under the applicable Dragones Agreement, releasing the Company and its affiliates from any potential disputes relating to such Dragones Agreement.
The SPA Amendment constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSX Venture Exchange (the "TSXV") Policy 5.9, as Mr. Luis Catril beneficially owns or exercises control or direction over more than 10% of the outstanding common shares of the Company. The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-101, as the Company is not listed on a specified market, and the exemption from the minority shareholder approval requirement in section 5.7(1)(a) of MI 61-101, as the fair market value of the subject matter of, and the consideration for, the SPA Amendment, insofar as it involves the related party, does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
AIM Rule 13 - Related-Party Transaction
Luis Catril is deemed a related party to the Company for the purposes of the AIM Rules for Companies, and the SPA Amendment and Co-Debtor are considered related-party transactions for the purposes of the AIM Rules for Companies. Accordingly, the Directors of the Company, who are all considered independent of the SPA Amendment, having consulted with their Nominated Adviser, consider the SPA Amendment and Co-Debtor to be fair and reasonable insofar as the Company's shareholders are concerned.
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